U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                 Amendment No.1 to Form 10-QSB

(Mark One)
[  X  ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE
SECURITIES  EXCHANGE ACT OF 1934 FOR THE  QUARTERLY  PERIOD
ENDED JUNE 30, 2000

[     ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
THE  SECURITIES EXCHANGE ACT OF 1934  FOR THE TRANSITION PERIOD
FROM _______________ TO     _______________


Commission file number 000-29873

                              PROLOGUE
 (Exact name of small business issuer as specified in charter)

              UTAH
                                                87-0412110

(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)


3340 E. Del Verde Avenue,
Salt Lake City, Utah                              84109
(Address of principal executive offices)        (Zip Code)


                          (801) 484-0930
                   (Issuer's telephone number)

                           Not Applicable
(Former  name, former address, and former fiscal year, if changed
 since last report)

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
12  months  (or  for such shorter period that the registrant  was
required to file such reports), and (2) has been subject to  such
filing  requirements  for the  past  90  days.   Yes       No


Applicable  only  to  issuers involved in bankruptcy  proceedings
during the preceding five years

Check  whether  the  registrant filed all documents  and  reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.  Yes        No

Applicable only to corporate issuers

State  the  number of shares outstanding of each of the  issuer's
classes of common equity, as of the latest practicable date
50,000,000

Transitional Small Business Disclosure Format
(Check one):

Yes        No


<PAGE>

                   FORWARD LOOKING STATEMENTS

     This  report contains forward-looking statements as  defined
in  the  Private Securities Litigation Reform Act of 1995.   Such
statements  reflect the Company's views with  respect  to  future
events  based  upon information available to  it  at  this  time.
These   forward-looking  statements  are   subject   to   certain
uncertainties  and other factors that could cause actual  results
to  differ  materially from such statements.  These uncertainties
and other factors include, but are not limited to: the ability of
the  Company to locate a business opportunity for acquisition  or
participation  by  the  Company;  the  terms  of  the   Company's
acquisition  of  or participation in a business opportunity;  and
the   operating  and  financial  performance  of   any   business
opportunity  following its acquisition or  participation  by  the
Company.    The  words  "anticipates,"  "believes,"  "estimates,"
"expects," "plans," "projects," "targets" and similar expressions
identify  forward looking statements.  Readers are cautioned  not
to  place  undue  reliance on these forward  looking  statements,
which  speak  only as of the date the statement  was  made.   The
Company undertakes no obligation to publicly update or revise any
forward-looking   statements,  whether  as  a   result   of   new
information, changes in assumptions, future events or otherwise.

                PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements








                            PROLOGUE
                  [A Development Stage Company]

            UNAUDITED CONDENSED FINANCIAL STATEMENTS

                          JUNE 30, 2000

















2
<PAGE>






                            PROLOGUE
                  [A Development Stage Company]




                            CONTENTS

                                                          PAGE



       Unaudited Condensed Balance Sheets, June 30,
        2000 and December 31, 1999                         4


       Unaudited Condensed Statements of Operations,
        for the three and six months ended June 30,
        2000 and 1999 and from the re-entering of the
        development stage on May 1, 1991 through
        June 30, 2000                                      5

       Unaudited Condensed Statements of Cash Flows,
        for the six months ended June 30, 2000 and 1999
        and from the re-entering of the development stage
        on May 1, 1991 through June 30, 2000               6


       Notes to Unaudited Condensed Financial
        Statements                                     7 - 9

3
<PAGE>




                            PROLOGUE
                  [A Development Stage Company]

                    CONDENSED BALANCE SHEETS

                         [Unaudited]

                             ASSETS


                                           June 30,   December 31,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash in bank                            $        -   $       20
                                         ___________  ___________
        Total Current Assets                       -           20
                                         ___________  ___________
                                          $        -   $       20
                                        ____________ ____________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                        $        -   $        -
                                         ___________  ___________
        Total Current Liabilities                  -            -
                                         ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   50,000,000 shares issued and
   outstanding                                50,000       50,000
  Capital in excess of par value               4,514        1,689
  Retained deficit                           (47,579)     (47,579)
  Deficit accumulated during the
    development stage                         (6,935)      (4,090)
                                         ___________  ___________
        Total Stockholders' Equity
         (Deficit)                                 -         (20)
                                         ___________  ___________
                                          $        -   $       20
                                        ____________ ____________




Note: The Balance Sheet as of December 31, 1999, was taken from the
      audited financial statements at that date and condensed.

 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.

4
<PAGE>
                            PROLOGUE
                  [A Development Stage Company]


               CONDENSED STATEMENTS OF OPERATIONS

                           [Unaudited]

                                                              From the
                                                            Re-entering of
                           For the Three   For the Six       Development
                           Months Ended   Months Ended     Stage on May 1,
                              June 30,       June 30,      1991, Through
                      __________________ _________________    June 30,
                        2000     1999      2000     1999        2000
                     _________ _________ ________ ________ ___________
REVENUE              $       - $       - $      - $      - $         -

COST OF SALES                -         -        -        -           -
                     _________ _________ ________ ________ ___________
GROSS PROFIT                 -         -        -        -           -

EXPENSES:
  General and
   Administrative            -         -    2,845        -       6,935
                     _________ _________ ________ ________ ___________

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES        -         -   (2,845)       -      (6,935)

CURRENT TAX EXPENSE          -         -        -        -           -

DEFERRED TAX EXPENSE         -         -        -        -           -
                     _________ _________ ________ ________ ___________

NET LOSS             $       - $       - $ (2,845)$      - $    (6,935)
                     _________ _________ ________ ________ ___________

LOSS PER COMMON
 SHARE               $    (.00)$    (.00)$   (.00)$   (.00)$      (.00)
                     _________ _________ ________ ________ ___________















 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.

5
<PAGE>

                            PROLOGUE
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

                          [Unaudited]

                                                             From the
                                                           Re-entering of
                                           For the Six      Development
                                          Months Ended     Stage on May 1,
                                          June 30, 1991,      Through
                                         __________________   June 30,
                                            2000    1999        2000
                                         _________ ________  __________
Cash Flows From Operating
  Activities:
 Net loss                                $  (2,845)$      -  $   (6,935)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Non-cash expenses                          2,825        -       5,800
  Changes is assets and liabilities:
    Accounts payable                             -        -           -
                                         _________ ________  __________
     Net Cash Provided (Used) by
       Operating Activities                    (20)       -      (1,135)
                                         _________ ________  __________
Cash Flows From Investing
  Purchase of Investment                          -       -           -
                                          _________ ________  __________
        Net Cash Flows (Used) by
          Investing Activities                    -       -           -
                                          _________ ________  __________
Cash Flows From Financing
  Activities:
 Proceeds from common stock issuance              -        -      1,035
 Contribution capital                             -        -        100
                                          _________ ________  __________
     Net Cash Provided by Financing
       Activities                                -        -       1,135
                                         _________ ________  __________
Net Increase (Decrease) in Cash                (20)       -           -

Cash at Beginning of Period                     20        -           -
                                         _________ ________  __________
Cash at End of Period                    $       - $      -  $        -
                                         _________ ________  __________
Supplemental Disclosures of Cash Flow
  Information:

 Cash paid during the period for:
   Interest                               $      - $      -  $        -
   Income taxes                           $      - $      -  $        -

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the periods ended June 30, 2000
     An  officer/shareholder of the Company paid expenses  totaling
     $2,825 on behalf of the Company.
  For the periods ended June 30, 1999
     None.
 The accompanying notes are an integral part of these financial
                          statements.
6
<PAGE>
                            PROLOGUE
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The Company was organized under the  laws  of  the
  State  of Utah on October 14, 1982 and was previously engaged  in
  the  sales and marketing business.  The Company currently has  no
  ongoing  operations and is considered a development stage company
  as  defined  in  SFAS  No. 7.  The company is  currently  seeking
  business opportunities or potential business acquisitions.

  Loss  Per  Share  - The computation of loss per share  of  common
  stock   is  based  on  the  weighted  average  number  of  shares
  outstanding  during  the periods presented,  in  accordance  with
  Statement  of  Financial Accounting Standards No. 128,  "Earnings
  Per Share" [See Note 6].

  Condensed  Financial  Statements  -  The  accompanying  financial
  statements have been prepared by the Company without  audit.   In
  the  opinion  of management, all adjustments (which include  only
  normal  recurring  adjustments) necessary to present  fairly  the
  financial position, results of operations and cash flows at  June
  30, 2000 and 1999 and for the periods then ended have been made.

  Certain information and footnote disclosures normally included in
  financial   statements  prepared  in  accordance  with  generally
  accepted  accounting principles have been condensed  or  omitted.
  It is suggested that these condensed financial statements be read
  in  conjunction with the financial statements and  notes  thereto
  included  in  the  Company's December 31 1999  audited  financial
  statements.  The results of operations for the periods ended June
  30,  2000 are not necessarily indicative of the operating results
  for the full year.

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows,  the  Company considers all highly liquid debt investments
  purchased  with  a maturity of three months or less  to  be  cash
  equivalents.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections", SFAS No. 136, "Transfers of Assets  to  a  not  for
  profit  organization  or charitable trust that  raises  or  holds
  contributions  for  others", and SFAS No.  137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective date of FASB statement No. 133 ( an amendment  of  FASB
  Statement  No. 133.)," were recently issued.  SFAS No. 132,  133,
  134,  135,  136  and  137 have no current  applicability  to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  affect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements  and  the  reported amount of  revenues  and  expenses
  during  the  reported period.  Actual results could  differ  from
  those estimated.

7
<PAGE>

                            PROLOGUE
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 -DISCONTINUED OPERATIONS

  Discontinued  Operations - The accompanying financial  statements
  reflect  the Company re-entering into a new development stage  on
  May  1,  1991 as a result of management's decision to discontinue
  the former operations of the Company.

NOTE 3 - CAPITAL STOCK

  During  1983 Prologue filed a Registration Statement  with  the
  Utah  Securities  Commission and completed  a  public  sale  of
  5,000,000  shares of stock.  In 1987 a wholly-owned  subsidiary
  named  Bio-Clean  was  formed.  On November  23,  1987  600,000
  shares  of  Prologue stock was issued to Kapitol  Klean-All  of
  Phoenix,  AZ  as partial consideration for some  equipment  and
  solvent.   Because  of  latent defects  in  the  equipment  all
  activities were terminated and Bio-Clean was dissolved  on  May
  1,  1991.  On June 14, 1988, 1,500,000 shares of Prologue stock
  was  issued  to  an officer of Prologue in lieu  of  wages  for
  services rendered in behalf of the Company.

  On  December  19, 1994, 41,400,000 shares of stock were  issued
  to  an  individual in exchange for payment of the  current  and
  back   taxes   due   the  state  of  Utah  along   with   other
  reinstatement fees.  As a result of the stock issuance  control
  of  the corporation changed hands and the individual became  an
  officer  of  the  Company.  This agreement  also  includes  the
  payment  of all necessary accounting and attorney fees and  the
  production of an information package on Prologue to be used  in
  promoting the Company's future business activities.

NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  FASB 109 requires the Company to  provide  a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences  between  book
  and  tax  accounting methods and any available operating loss  or
  tax  credit  carryforwards.  At June 30,  2000  the  Company  has
  available  unused  operating loss carryforwards of  approximately
  $6,900,  which may be applied against future taxable  income  and
  which expire in various years through 2020.

  The  amount of and ultimate realization of the benefits from  the
  operating   loss  carryforwards  for  income  tax   purposes   is
  dependent,  in  part,  upon the tax laws in  effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the tax effect  of
  the  loss carryforwards and, therefore, no deferred tax asset has
  been recognized for the loss carryforwards.  The net deferred tax
  assets  are  approximately $2,350 as of June  30,  2000  with  an
  offsetting valuation allowance of the same amount resulting in  a
  change  in  the valuation allowance of approximately $990  during
  the six months ended June 30, 2000.

8
<PAGE>

                            PROLOGUE
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the periods ended June 30,  2000
  and  1999  the  Company  did  not pay  any  compensation  to  any
  officer/directors of the Company.

  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use his home as a mailing address, as needed,  at  no
  expense to the Company.

  Expenses - An officer has paid certain expenses on behalf of  the
  corporation.   The  amounts  of  these  payments  are  shown   as
  contributions to capital in excess of par value.

NOTE 6 - LOSS PER SHARE

  The  following data show the amounts used in computing  loss  per
  share and the effect on income and the weighted average number of
  shares  of dilutive potential common stock for the three and  six
  months   ended  June  30,  2000  and  from  the  re-entering   of
  development stage on May 1, 1991 through June 30, 2000:
                                                                  From the
                                                              Re-entering of
                           For the Three   For the Six           Development
                           Months Ended   Months Ended        Stage on May 1,
                              June 30,       June 30,          1991, Through
                      __________________  _____________________    June 30,
                        2000     1999       2000       1999        2000
                    __________ __________ __________ __________ __________
  Loss from continuing
   operations available
   to common
   stockholders
   (numerator)      $        - $        - $   (2,845)$        - $   (6,935)
                    __________ __________ __________ __________ __________
  Weighted average
   number of common
   shares outstanding
   used in earnings
   per share during
   the period       50,000,000 50,000,000 50,000,000 50,000,000 32,634,400
                    __________ __________ __________ __________ __________

  Dilutive earnings per share was not presented, as the Company had
  no  common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.

NOTE 7 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with generally accepted accounting principles,  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However,  the  Company, has incurred losses since its  inception,
  has insufficient working capital, and has no on-going operations.
  These  factors raise substantial doubt about the ability  of  the
  Company  to  continue  as  a  going  concern.   In  this  regard,
  management  is  seeking potential business opportunities  and  is
  proposing to raise any necessary additional funds not provided by
  operations through loans and/or through additional sales  of  its
  common  stock.  There is no assurance that the  Company  will  be
  successful  in raising additional capital or achieving profitable
  operations.    The  financial  statements  do  not  include   any
  adjustments  that  might  result  from  the  outcome   of   these
  uncertainties.
9
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation


LIQUIDITY AND CAPITAL RESOURCES FOR THE SIX MONTH PERIOD
    ENDED JUNE 30, 2000 (Unaudited)

     The  Company  remains in the development stage  and  has  no
     revenues.  Current expenses are being paid by the president,
     Allen  Avery,  including the costs of becoming  a  reporting
     company   under  the  Securities  Exchange  Act   of   1934.
     Management is hopeful that becoming a reporting company will
     increase  the  quality  and number of  prospective  business
     ventures  that may be available to the Company.  For the six
     month period ended June 30, 2000, general and administrative
     expenses  were $2,845, a  significant increase over calendar
     year 1999  general and  administrative  expenses of $115.00.
     The  increase was attributable  to  the SEC filing expenses.
     Such  losses  will continue unless  a  business  opportunity
     with revenues and profits can be acquired  by  the  Company.
     There  is  no  assurance  that revenues  or  profitability
     will ever  be  achieved  by  the Company.

     The Company will carry out its plan of business as discussed
     above.   The Company cannot predict to what extent its  lack
     of   liquidity  and  capital  resources  will   impair   the
     consummation  of a business combination or whether  it  will
     incur  further operating losses through any business  entity
     which the Company may eventually acquire.

RESULT OF OPERATIONS

    For the six months ended June 30, 2000 and 1999 (Unaudited).

    Net  losses for the periods ended June 30, 2000 and 1999 have
    been $0.00  per share  each quarter.  For the current fiscal
    year, the President has agreed to pay the expenses associated
    with  the registration under  the  Securities Exchange Act of
    1934 and if necessary pay  for the 10-QSB and 10-KSB filings
    for  the  calendar year 2000.  The  Company anticipates  that
    until a business combination is completed with an acquisition
    candidate, it will not  generate revenues and  may  continue
    to operate at a loss after completing a business combination,
    depending upon the performance of  the acquired business.

NEED FOR ADDITIONAL FINANCING

     Management believes that the Company has sufficient cash  to
     meet  the  anticipated  needs of  the  Company's  operations
     through  at  least  the  first  calendar  quarter  of  2001.
     However, there can be no assurances to that effect,  as  the
     Company  has no revenues and the Company's need for  capital
     may  change  dramatically if it acquires an  interest  in  a
     business  opportunity during that period.  In the event  the
     Company requires additional funds, the Company will have  to
     seek  loans  or equity placements to cover such cash  needs.
     There  is  no assurance additional capital will be available
     to  the  Company  on acceptable terms.   In  the  event  the
     Company  is  able to complete a business combination  during
     this  period,  lack  of  its  existing  capital  may  be   a
     sufficient  impediment to prevent it from accomplishing  the
     goal  of  completing a business combination.   There  is  no
     assurance,  however, that without funds it  will  ultimately
     allow registrant to complete a business combination.  Once a
     business  combination is completed, the Company's needs  for
     additional financing are likely to increase substantially.

     Other  than  previously  stated, no commitments  to  provide
     additional  funds  have  been made by  management  or  other
     stockholders.   Accordingly, there can be no assurance  that
     any  additional  funds will be available to the  Company  to
     allow it to cover its expenses as they may be incurred.

     Irrespective of whether the Company's cash assets  prove  to
     be  adequate  to meet the Company's operational  needs,  the
     Company  might seek to compensate providers of  services  by
     issuance's of stock in lieu of cash.




                  PART II - OTHER INFORMATION



     See Form 10-SB, as amended.




Item 1. Legal Proceedings

     None.


Item 2. Changes in Securities
     None


Item 3. Defaults Upon Senior Securities
     Not Applicable.


Item 4. Submission of Matters to a Vote of Security Holders
     None.


Item 5. Other Information
     None.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
              EX 27 - Financial Data Schedule

     (b)  Reports on Form 8-K
          No  reports  on Form 8-K were filed during the  quarter
          for which this report is filed.


<PAGE>
                        SIGNATURES

In  accordance  with the requirements of the  Exchange  Act,  the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.

                                      Prologue

Date: October 23, 2000                By /s/ Allen L. Avery
                                        Allen L. Avery, President

11
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